================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 0-29049
RHOMBIC CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 86-0824125
------------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1475 S. Bascom, Suite 210
Campbell, California 95008
--------------------------------------------------
(Address of principal executive offices (zip code)
(408) 371-2301
---------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at September 30, 2002
----------------------------- ----------------------------------
Common Stock, par value $0.001 30,000,000
================================================================================
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENT
RHOMBIC CORPORATION
CONSOLIDATED BALANCE SHEET
(A DEVELOPMENT STAGE COMPANY)
SEPTEMBER 30, 2002
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash $ 5,370
OTHER ASSETS:
Investments 12,042
Licensing Agreements and Technologies 281,258
Patents 734
-----------
Total assets $ 299,404
===========
LIABILITIES
CURRENT
Accounts Payable $ 32,094
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value,
1,000,000 shares authorized, none issued
Common stock, $.001 par value, 70,000,000 shares
authorized, 30,000,000 issued and outstanding 30,000
Additional paid-in capital 8,506,524
(Deficit) accumulated during the development stage (8,261,738)
Net unrealized holding (loss) on securities held for sale (7,476)
-----------
Total stockholders' equity 267,310
-----------
Total liabilities and stockholders' equity $ 299,404
===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
1
RHOMBIC CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
CUMMULATIVE FROM
NOVEMBER 21, 1994
FOR THE 9 MONTHS ENDED FOR THE 3 MONTHS ENDED (INCEPTION) TO
SEPT. 30,2002 SEPT. 30,2001 SEPT. 30,2002 SEPT. 30,2001 SEPT. 30,2002
------------- ------------- ------------- ------------- -------------
Royalty income $ 0 $ 0 $ 0 $ 0 $ 5,729
Interest income 0 80 0 0 6,954
----------- ----------- ----------- ----------- -----------
0 80 0 0 12,683
EXPENSES
Research and development expense (9,183) 12,246 0 6,465 688,563
Write down of Intellectual property 0 0 0 0 1,891,788
Legal & accounting 45,612 116,521 10,710 46,093 786,930
Transfer Agent Expenses 1,665 948 147 519 28,219
Consulting, related party 0 0 0 0 367,000
Consulting 0 37,375 0 36,500 2,876,830
Interest expense 120 2,917 0 0 3,037
Other general & administrative 4,016 257,170 1,357 72,561 1,561,763
----------- ----------- ----------- ----------- -----------
Total Expenses 42,230 427,177 12,214 162,138 8,204,131
OTHER REVENUES & EXPENSES
(Loss) on sale of Investments 0 (92,616) 0 (92,616) (70,290)
NET INCOME (LOSS) $ (42,230) $ (519,713) $ (12,214) $ (254,754) $(8,261,738)
=========== =========== =========== =========== ===========
NET LOSS PER SHARE:
Basic $ (0.00) $ (0.02) $ (0.00) $ (0.01)
=========== =========== =========== ==========
Diluted $ (0.00) $ (0.02) $ (0.00) $ (0.01)
=========== =========== =========== ==========
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 29,140,907 26,772,481 30,000,000 26,772,481
=========== =========== =========== ==========
Diluted 29,140,907 26,772,481 30,000,000 26,772,481
=========== =========== =========== ==========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
2
RHOMBIC CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(Deficit) Net unrealized
Accumulated holding loss
Common Stock Additional During on available
-------------------- Paid-In Development securities
Shares Amount Capital Stage held for sale Total
------ ------ ------- ----- ------------- -----
Balance at December 31, 2000 26,286,100 $26,286 $ 8,043,540 $(7,236,754) $ 0 $ 833,072
Shares issued for services 290,000 290 59,710 0 0 60,000
Net (loss) for the quarter ended March 31, 2001 0 0 0 (144,255) 0 (144,255)
---------- ------- ----------- ----------- ---- ---------
Balance at March 31, 2001 26,576,100 26,576 8,103,250 (7,381,009) 0 748,817
Shares issued for services 400,000 400 91,600 0 0 92,000
Shares issued for debenture conversion 1,166,142 1,166 198,834 0 0 200,000
Costs of offering 0 0 (20,831) 0 0 (20,831)
Net (loss) for the quarter ended June 30, 2001 0 0 0 (120,704) 0 (120,704)
---------- ------- ----------- ----------- ---- ---------
Balance at June 30, 2001 28,142,242 28,142 8,372,853 (7,501,713) 0 899,282
Shares issued for services 250,000 250 31,250 0 0 31,500
Costs of offering 0 0 (1,134) 0 0 (1,134)
Net loss for the quarter ended Sept. 30, 2001 0 0 0 (254,754) 0 (254,754)
---------- ------- ----------- ----------- ---- ---------
Balance at September 30, 2001 28,392,242 $28,392 $ 8,402,969 $(7,756,467) $ 0 $ 674,894
3
RHOMBIC CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY-CONTINUED
(UNAUDITED)
(Deficit)
(Deficit) Net unrealized
Accumulated holding loss
Common Stock Additional During on available
-------------------- Paid-In Development securities
Shares Amount Capital Stage held for sale Total
------ ------ ------- ----- ------------- -----
Balance at December 31, 2001 28,697,042 $28,697 $8,452,629 $(8,219,508) $(7,476) $ 254,342
Net (loss) for the quarter ended March 31, 2002 0 0 0 (41,992) 0 (41,992)
---------- ------- ---------- ----------- ------- ---------
Balance at March 31, 2002 28,697,042 28,697 8,452,629 (8,261,500) (7,476) 212,350
Shares issued for services 1,302,958 1,303 53,895 55,198
Net income for the quarter ended June 30, 2002 11,976 11,976
---------- ------- ---------- ----------- ------- ---------
Balance at June 30, 2002 30,000,000 30,000 8,506,524 (8,249,524) (7,476) 279,524
Net (loss) for the quarter ended Sept. 30, 2002 0 0 0 (12,214) 0 0
---------- ------- ---------- ----------- ------- ---------
Balance at September 30, 2002 30,000,000 $30,000 $8,506,524 $(8,261,738) $(7,476) $ 267,310
========== ======= ========== =========== ======= =========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
RHOMBIC CORPORATION
(A DEVLOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
FOR THE NINE MONTHS FOR THE THREE MONTHS CUMULATIVE FROM
ENDED SEPT 30, ENDED SEPT 30, NOVEMBER 21, 1994
--------------------------- --------------------------- (INCEPTION) TO
2002 2001 2002 2001 SEPT 30, 2002
----------- ----------- ----------- ----------- -------------
OPERATING ACTIVITIES
Net (loss) income for the period $ (42,230) $ (519,713) $ (12,213) $ (254,754) $(8,261,738)
Adjustments to reconcile net cash used
by operations:
Write down of intellectual property 0 0 0 0 1,891,788
Loss on sale of marketable securities 0 92,617 0 92,617 70,290
Rockford shares issued for services 0 35,820 0 35,820 32,275
Rockford shares issued for payables 0 27,818 27,818 0
Common stock issued for services 26,766 183,500 0 31,500 1,947,250
Common stock issued for payables 28,432 0 0 0 28,432
Fair value of options granted 0 0 0 0 2,000,912
(Increase) decrease in accounts receivable 0 0 0 291 0
(Increase) decrease in prepaid expenses 300 1,900 0 400 0
Increase (decrease) in accounts payable 11,434 (63,909) 481 17,915 32,094
Increase (decrease) in due to related parties (28,432) 0 0 0 0
----------- ----------- ----------- ----------- -----------
Net Cash (used) by operating activities (3,730) (241,967) (11,732) (48,393) (2,258,697)
FINANCING ACTIVITIES
Proceeds from private placements 0 0 0 0 1,347,830
Proceeds from convertible debenture 0 200,000 0 0 200,000
Offering costs 0 (21,965) 0 (1,134) 0
Proceeds from exercise of stock options 0 0 0 0 1,006,750
----------- ----------- ----------- ----------- -----------
Cash provided from financing activities 0 178,035 0 (1,134) 2,554,580
----------- ----------- ----------- ----------- -----------
INVESTING ACTIVITIES
Cost of patents 0 (47,365) 0 0 (168,430)
Investment in Rockford Technologies 0 0 0 0 (217,756)
Proceeds from the sale of marketable securities 0 19,506 0 19,506 95,673
----------- ----------- ----------- ----------- -----------
Cash used in investment activities 0 (27,859) 0 (33,245) (290,513)
----------- ----------- ----------- ----------- -----------
5
RHOMBIC CORPORATION
(A DEVLOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)
(UNAUDITED)
FOR THE NINE MONTHS FOR THE THREE MONTHS CUMULATIVE FROM
ENDED SEPT 30, ENDED SEPT 30, NOVEMBER 21, 1994
--------------------------- --------------------------- (INCEPTION) TO
2002 2001 2002 2001 SEPT 30, 2002
----------- ----------- ----------- ----------- -------------
Increase in cash (3,730) (91,791) (11,732) (30,021) 5,370
Cash at beginning of period 9,100 93,384 17,102 31,264 0
----------- ----------- ----------- ----------- -----------
Cash at end of period $ 5,370 $ 1,593 $ 5,370 $ 1,593 $ 5,370
=========== =========== =========== =========== ===========
Interest expense $ 120 $ 2,917 $ 0 $ 0 $ 3,037
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Issuance of common stock for licensing
agreements and technologies $ 0 $ 0 $ 0 $ 0 $ 2,005,350
----------- ----------- ----------- ----------- -----------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
6
RHOMBIC CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
FOR THE QUARTERS ENED AND
NINE MONTHS ENDED SEPTEMBER 30, 2002 and 2001
The unaudited financial statements included herein were prepared from the
records of the Company in accordance with Generally Accepted Accounting
Principles. These financial statements reflect all adjustments which are, in the
opinion of management, necessary to provide a fair statement of the results of
operations and financial position for the interim periods. Such financial
statements generally conform to the presentation reflected in the Company's Form
10-KSB filed with the Securities and Exchange Commission for the year ended
December 31, 2001. The current interim period reported herein should be read in
conjunction with the Company's Form 10-KSB subject to independent audit at the
end of the year.
As shown in the accompanying financial statements, the Company had a net loss of
$12,214 for the three months ended September 30, 2002 and a net loss of $42,230
for the nine months ended September 30, 2002. It has incurred an accumulated
deficit of $8,261,738 and has a deficit in working capital of approximately
$26,724 as of September 30, 2002. The ability of the Company to continue as a
going concern is dependent on obtaining additional capital and financing and
operating at a profitable level. The Company intends to seek additional capital
either through debt or equity offerings, or a combination thereof, and to seek
acquisitions which will generate sales volume with operating margins sufficient
to achieve profitability. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern. The independent auditor's report on the financial statements for
the year ended December 31, 2002 expressed substantial doubt about the ability
of the Company to continue as a going-concern.
The results of operations for the three months and nine months ended September
30, 2002 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2002.
Stockholders' Equity
During the third quarter of 2002, the Company had issued 37,000,000 restricted
shares to John Hartman in exchange for 31% of NEXT Advisors Inc., "NAI", in a
share for share exchange.
During the week ended October 4, 2002, a primary creditor of NAI was unwilling
to negotiate the settlement of a $750,000 credit line secured by substantially
all of the assets of NAI. As a result, on October 7, 2002, the board of
directors of Rhombic and NAI terminated the Agreement by mutual consent and Mr.
Hartman returned his 37,000,000 shares of Rhombic and Rhombic returned Mr.
Hartman's shares of NAI stock which represented 31% ownership in NAI. As a
result, the financial statements at September 30, 2002 do not show the
37,000,000 restricted shares outstanding at September 30, 2002.
During the third quarter of 2001, the Company issued 250,000 restricted common
shares as payment in full for consulting services regarding financing for the
company. The transaction had a deemed value of $ 31,500.
The deemed value of the all shares issued was determined based upon the trading
value of the Company's common stock at the time of the issuance of the stock.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING, WITHOUT LIMITATION,
STATEMENTS REGARDING THE COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE
STRATEGIES THAT ARE SIGNIFIED BY THE WORDS "EXPECTS", "ANTICIPATES", "INTENDS",
"BELIEVES", OR SIMILAR LANGUAGE. SUCH FORWARD-LOOKING STATEMENTS INCLUDE, BUT
ARE NOT LIMITED TO, THE SEEKING OF REVENUE PRODUCING ACQUISITIONS, THE
DEVELOPMENT PLANS FOR THE TECHNOLOGIES OF THE COMPANY, TRENDS IN THE RESULTS OF
THE COMPANY'S DEVELOPMENT, ANTICIPATED DEVELOPMENT PLANS, OPERATING EXPENSES AND
THE COMPANY'S ANTICIPATED CAPITAL REQUIREMENTS AND CAPITAL RESOURCES. THESE
FORWARD-LOOKING STATEMENTS INVOLVE RISKS, UNCERTAINTIES AND OTHER FACTORS. ALL
FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION
AVAILABLE TO THE COMPANY ON THE DATE HEREOF AND SPEAK ONLY AS OF THE DATE
HEREOF. THE FACTORS DISCUSSED BELOW UNDER "FORWARD-LOOKING STATEMENTS" AND
ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-QSB ARE AMONG THOSE FACTORS THAT
IN SOME CASES HAVE AFFECTED THE COMPANY'S RESULTS AND COULD CAUSE THE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING
STATEMENTS. IN ADDITION, THE FOLLOWING DISCUSSION IS INTENDED TO PROVIDE AN
ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION AND PLAN OF OPERATION AND SHOULD
BE READ IN CONJUNCTION WITH THE COMPANY'S FINANCIAL STATEMENTS AND THE NOTES
THERETO.
General:
Since its inception during 1994, the Company has been in the development stage
and its efforts have been primarily focused on the acquisition of the rights to
innovative technologies that could ultimately be developed into numerous
applications. During the years of 1999 through 2001 it began to focus on the
research and development of its portfolio of acquired technologies and develop
specific applications in order to make them commercially marketable. The
business strategy of the Company was to develop a specific application from a
technology, then commence or contract for a marketing effort for the developed
application that would generate sales.
On September 23, 2002, the board of directors of the registrant approved a Stock
Purchase Agreement, (the "Agreement"), by and among Rhombic Corporation
("Rhombic") and Next Advisors, Inc. a Delaware corporation ("NAI"). Pursuant to
the Agreement, Rhombic purchased approximately 31% of the issued and outstanding
shares of NAI from John Hartman, in exchange for 37,000,000 shares of Rhombic,
representing over 50% of the issued and outstanding Common shares of Rhombic. At
the time, John Hartman was the Chief Executive Officer and director of NAI.
On September 26, 2002, the board of directors of Rhombic appointed John Hartman
as director and Chief Executive Officer and appointed George Bell as a director,
Vice-Chairman and Chief Operating Officer. Stan Porayko resigned from the board
as a director and secretary, which left four directors remaining. Albert Golusin
was appointed as secretary and treasurer.
As described in the subsequent event section, the registrant rescinded its
acquisition of Next Advisors, Inc. and retained John Hartman as its President
and a director.
It is the intention of Rhombic to become a multifaceted technology and real
estate services company. To achieve its new business plan, Rhombic will acquire
and develop software technology targeted at the real estate lending markets and
to serve as a parent to companies that would provide financial publishing
mortgage brokerage and mortgage banking real estate services to customers
through a developed software application.
8
Rhombic is currently in discussions with a company in the financial services
technology and publishing industry. Subject to the conclusion of satisfactory
negotiations and due diligence, it is the intention of management to acquire
this company in a share for share exchange.
Rhombic is currently considering the acquisition of firms or the establishment
of business lines in the mortgage brokerage, investment advisory, insurance
brokerage and commercial and residential mortgage banking sectors.
The competition in the technology proliferation and transfer market is highly
intense and is based on product and technology recognition and acceptance,
novelty and marketability of an invention, price, and sales expertise. The new
management of rhombic plans reviews its intellectual property and patents with
potential joint venture partners to determine the feasibility of any development
projects.
The Company does not have any employees and uses consultants for matters
pertaining to coordinating technology development and administration. The
Company may hire employees during the next twelve months depending upon its
success in developing prototype applications for sale and financing more
development.
Results of Operations:
Comparison of Quarter Ended September 30, 2002 and 2001
During the third quarter of 2002, the Company began the quarter with $17,102 in
cash, then paid accounting review costs and its transfer agent leaving it with
$5,370 in cash at the end of the quarter. At September 30, 2002, the Company had
a working capital deficit of approximately $ 27,000.
During the third quarter of 2001, the company sold 600,000 shares of its
holdings in Rockford Technology Corporation for $19,506 in cash and exchanged
900,000 shares of Rockford for services and the payment of existing payables.
The Company disbursed approximately $10,000 in cash for auditor reviews and
legal fees regarding a registration statement, quarterly filing and business
consulting, $5,000 to a scientific consultant for an opinion on current patents
and patents pending as well as $ 35,000 for salaries, travel and overhead
expenses.
Comparison of Nine Month Periods Ended September 30, 2002 and 2001
The Company has not generated revenue from operations during the first nine
months of 2002 or since its inception.
During the first nine months of 2002, the Company used some of its cash,
increased its payables and issued $ 55,198 of its restricted common shares to
pay its legal, accounting, transfer agent fees and other general and
administrative expenses totaling $42,230.
During the first nine months of 2001, the Company received net proceeds of
$178,035 from a convertible debenture and $ 19,506 of cash from the sale of some
of its investment in Rockford Technology Corporation. Part of the proceeds were
used to pay approximately $47,000 of patent costs in order to maintain their
status. The remaining cash proceeds of approximately $ 150,000 were used in
addition to approximately $92,000 of cash which existed at the beginning of the
period along with approximately $62,000 of stock in Rockford Technology
Corporation and $183,500 in value of the registrants own restricted stock to
reduce its payables by $ 63,909, pay legal and accounting fees of $ 116,521,
consulting fees of $ 37,375 research costs of $12,246 and general overhead costs
which included administrative consulting, of $ 257,170. The research costs were
to evaluate the commercial viability of utilizing the Company's patented process
of diamond doping in a fuel cell design.
9
Liquidity and Capital Resources:
We have sufficient capital to support operations through the remainder of 2002.
We anticipate that our capital requirements for the balance of the period ending
December 31, 2002 will require that additional cash be raised from external
sources. We currently believe that this requirement will be met by cash equity
investments. On October 11, 2002, Rhombic began a private placement to
accredited investors for $250,000. The terms of the offering are a 10% annual
interest bearing note that can be converted by the holder into restricted common
shares at $.08 with a warrant to buy an equal amount of shares at $.09. The term
of the note is one-year from the subscription date and the registrant has the
right to extend the note for an additional year. The term of the warrant is for
three years from the subscription date. As of October 15, 2002, the company has
subscribed $16,000 under this private placement. The company has paid $1,600 in
commissions in connection with the subscriptions and has received $14,400 in net
proceeds. However, there is no assurance that we will be able to generate
capital sufficient to meet these long-term needs. If we can't meet these
requirements, we may not be able to continue as a going concern.
Subsequent Events:
During the week ended October 4, 2002, a primary creditor of NAI was unwilling
to negotiate the settlement of a $750,000 credit line secured by substantially
all of the assets of NAI. As a result, on October 7, 2002, the board of
directors of Rhombic and NAI terminated the Agreement by mutual consent and Mr.
Hartman returned his 37,000,000 shares of Rhombic and Rhombic returned Mr.
Hartman's shares of NAI stock which represented 31% ownership in NAI.
Mr. Hartman remains a director and Chief Executive Officer of Rhombic; however,
as of October 9, 2002, Mr. Hartman resigned as Chief Executive Officer and
director of NAI. Other than his relationship as a director and Chief Executive
Officer of Rhombic, there are no other arrangements or understanding between Mr.
Hartman and Rhombic currently in effect.
On October 9, 2002, Mr. Bell resigned as a board member of Rhombic and shall
remain a director and the Chief Operating Officer of NAI.
Forward Looking Statements:
Certain statements made in this report on Form 10-QSB are "forward looking"
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements of the
Company to be materially different from any future results implied by such
forward looking statements. Although the Company believes that the expectations
reflected in such forward looking statements are based upon reasonable
assumptions, the Company's actual results could differ materially from those set
forth in the forward looking statements. Certain factors that might cause such a
difference might include: the failure of the registrants efforts to secure
additional equity capital, the inability to successfully execute the revised
business plan, the success or failure to implement the management to operate
possible acquisitions profitably, and the registrant's planned marketing, public
relations and promotional campaigns.
Risk Factors:
The Company continues to be subject to a number of risk factors, including the
uncertainty of developing a commercial application for its intellectual
property, the ability of management to successfully acquire and manage revenue
generating operating companies profitably, the need for additional funds,
competition, technological obsolescence and the difficulties faced by
development stage companies in general.
10
ITEM 3: CONTROLS AND PROCEDURES
a) Disclosure controls and procedures . Within 90 days before filing this
report, an evaluation was performed under the supervision and with the
participation of the Company's management, including the CEO and CFO, of the
effectiveness of the design and operation of its disclosure controls and
procedures. Based on that evaluation , the Company's management, including the
CEO and CFO, concluded that the Company's disclosure controls and procedures
were effective as of the date of the evaluation.
(b) Internal controls. Since the date of the evaluation described above, there
have not been any significant changes in the Company's internal accounting
controls or in other factors that could significantly affect those controls.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is unaware of
any proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Certificate of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certificate of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
1. A Form 8-K filed on September 5, 2002, reported in Item 5, the
registrant agreed in a letter of intent to acquire NEXT Advisors,
Inc.
2. A Form 8-K filed on September 25, 2002, reported in Items 1, 2,
and 9, on a change in control of the registrant through a partial
acquisition of NEXT Advisors, Inc.
3. A Form 8-K filed on October 11, 2002, reported in Items 1 and 5
that the partial acquisition of NEXT Advisors, Inc. was mutually
terminated and the addition of one new board member and
resignation of one board member.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RHOMBIC CORPORATION
Signatures Title Date
---------- ----- ----
/s/ John Hartman Chief Executive Officer November 13, 2002
------------------------
John Hartman
/s/ Albert A. Golusin Chief Financial Officer November 13, 2002
------------------------
Albert A. Golusin
12